UNITED STATES
                                     SECURITIES AND EXCHANGE COMMISSION
                                           Washington, D.C. 20549
                                                 FORM 10-K-A
[X] Annual report pursuant to Section 13 or 15 (d) of the Securities Exchange
Act of 1934 [Fee Required]
For the fiscal year ended December 31, 1996 or

[ ]      Transition report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934 [No Fee Required]
For the transition period from _____________ to _________________.
Commission file number 33-30891

                                    DEAN WITTER PRINCIPAL PLUS FUND L.P.

    (Exact name of registrant as specified in its Limited Partnership Agreement)

          DELAWARE                                         13-3541588
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation of organization)                        Identification No.)

c/o Demeter Management Corporation
Two World Trade Center, New York, N.Y. - 62nd Flr.                    10048
(Address of principal executive offices)                            (Zip Code)

Registrant's telephone number, including area code                (212) 392-5454


Securities registered pursuant to Section 12(b) of the Act:
                                                    Name of each exchange
Title of each class                                 on which registered

                 None                                       None

Securities registered pursuant to Section 12(g) of the Act:

                                    Units of Limited Partnership Interest

                                              (Title of Class)


                                              (Title of Class)

    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.        Yes    X        No        

   Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment of this Form 10K. [ X ]

State the aggregate market value of the Units of Limited Partnership Interest
held by non-affiliates of the registrant.  The aggregate market value shall be
computed by reference to the price at which units were sold, or the average bid
and asked prices of such units, as of a specified date within 60 days prior to
the date of filing: $51,558,003.09 at January 31, 1997.

                                     DOCUMENTS INCORPORATED BY REFERENCE
                                                (See Page 1)
                                                <PAGE>
                                                 SIGNATURES

         Pursuant to the requirement of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
                                  
                                          DEAN WITTER PRINCIPAL PLUS FUND L.P.
                                                  (Registrant)

                                          BY:  Demeter Management Corporation,
                                                  General Partner

March 24, 1997                            BY: /s/ Mark J. Hawley               
                                                  Mark J. Hawley, Director and
                                                    President

   Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Demeter Management Corporation.

BY: /s/  Mark J. Hawley                               March 24, 1997
            Mark J. Hawley, Director and
              President           

    /s/  Richard M. DeMartini                         March 24, 1997
            Richard M. DeMartini, Director
              and Chairman of the Board


    /s/  Lawrence Volpe                                March 24, 1997
            Lawrence Volpe, Director        
              

    /s/  Laurence E. Mollner                          March 24, 1997
            Laurence E. Mollner, Director   
              

    /s/  Joseph G. Siniscalchi                        March 24, 1997
            Joseph G. Siniscalchi, Director 

     
    /s/  Edward C. Oelsner III                        March 24, 1997
            Edward C. Oelsner III, Director 


    /s/  Robert E. Murray                                   March 24, 1997
            Robert E. Murray, Director


    /s/  Patti L. Behnke                                    March 24, 1997
            Patti L. Behnke, Chief Financial
              Officer and Principal Accounting
              Officer


<PAGE>

                                               EXHIBIT INDEX 
       
ITEM                                                          METHOD OF FILING
-  3.    Amended and Restated Limited 
         Partnership Agreement of
         the Partnership, dated as of                                
         August 29, 1995.
                                                                          (1)
-10.     Amended and Restated Management
         Agreement among the
         Partnership, Demeter Management 
         Corporation and RXR, Inc.
         dated as of December 29, 1995.                                   (2)

- 10.    Amended and Restated Customer
         Agreement between the Partnership
         and Dean Witter Reynolds Inc.,
         dated as of December 29, 1995.                                   (3)

- 13.    December 31, 1996 Annual Report to Limited Partners.             (4)

     

(1)   Incorporated by reference to Exhibit 3.01 and Exhibit 3.02 of the
Partnership's Registration Statement (File No. 33-95414) on Form S-1.

(2)   Incorporated by reference to Exhibit 10.02 of the Partnership's
Registration Statement (File No. 33-95414) on Form S-1.

(3)   Incorporated by reference to Exhibit 10.01 of the Partnership's
Registration Statement (File No. 33-95414) on Form S-1.

(4)   Filed herewith.